Earnout Consideration definition

Earnout Consideration has the meaning set forth in Section 2.6 below.

Earnout Consideration shall have the meaning specified in Section 2.03(b).

Earnout Consideration has the meaning set forth in Section 3.9(a).

Examples of Earnout Consideration in a sentence

• The Upfront Stock Consideration, as described in Section 2.2, shall amount to Purchaser Common Stock with a value of $3,000,000, and the aggregate Earnout Consideration, as described in Section 2.5, may amount to a total value of up to $24,000,000.

• Upon issuance, the Purchaser Common Stock issued as Upfront Stock Consideration or in respect of Earnout Consideration will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any option, call, preemptive, subscription or similar rights or Encumbrances, other than Permitted Encumbrances, the Voting and Agreement ands restrictions on Transfer imposed by state and federal securities Laws.

• The aggregate consideration to be paid by Purchaser to Seller for the purchase of the Acquired Shares and the other Contemplated Transactions (the “Purchase Price”) will be: (i) the Upfront Stock Consideration; plus (ii) Global Revenue Earnout Consideration, if any; plus (iii) US Revenue Earnout Consideration, if any; plus (iv) Regulatory Milestone Payments, if any.

• To the extent requested by Purchaser, Seller shall provide an allocation of the Upfront Stock Consideration and the Earnout Consideration as between outstanding shares of common and preferred stock of the Company that comprise the Acquired Shares.

• The aggregate consideration to be paid to holders of all other equity interests of the Company in, or in connection with, the Merger shall be the Aggregate Base Consideration plus, subject to the vesting and forfeiture conditions specified in Section 2.04, the Aggregate Earn-out Consideration.

More Definitions of Earnout Consideration

Earnout Consideration means the Year-One Earnout Consideration and/or the Year-Two Earnout Consideration, as applicable.

Earnout Consideration means an aggregate amount of up to USD $140,000,000 in cash payable pursuant to the terms of Section 2.4, but excluding any payments of Merger Product Sales Consideration.

Earnout Consideration means the aggregate Per Share Earnout Consideration (as defined in the Business Combination Agreement) payable pursuant to the terms of the Business Combination Agreement.

Earnout Consideration means the sum of the Revenue Earnout Consideration and the Gross Profit Earnout Consideration; provided that the Earnout Consideration shall not exceed $125,000,000 in the aggregate.

Earnout Consideration means the Initial Earnout and the Second Earnout, as the case may be.

Earnout Consideration is defined in Section 1.7(a).

Earnout Consideration means $10,000,000, which shall be satisfied by the issuance of that number of Earnout Shares equal to the quotient obtained by dividing such dollar amount by the Buyer Earnout VWAP (calculated using the date of the [**] as the Milestone Date); provided, however, from and after such time as the number of Earnout Shares issued to Seller pursuant toSection 2.05 equals the Maximum Earnout Share Amount, the remaining [**] Earnout Consideration, if any, shall be paid in cash by wire transfer of immediately available funds.